Study On Fiduciary Duty Of Company's Director In Anti-takeover

Regarding as the derivative production in capital market, anti-takeover not only impulses the effective disposition of economic resources, but also causes the battle of the company's control. In the battle, the director of targeted company faces some threat such as drop of earning or losing of status, so it is very possible for them to harm the interests of company because of self-protecting. At present, the relevant legislation is relative lagging in our country, and the system of anti-takeover is not set up totally. These aggravate the reduction crisis of fiduciary duty of the director of targeted company. Then how to guarantee the rational fulfillment of the fiduciary duty of the director in the anti-takeover, so as to improve the reasonable operation of modern company has become an unavoidable problem in the company operation. By analyzing the legislation of foreign countries and the reform of stock right in China, the author tries to figure out the legislative trend embodied in the revision of Chinese Company Law and Securities Law, and suggest reasonable legal system for the improvement of the fiduciary duty of director.The thesis consists of three parts——preface, text and conclusion. The text covers five chapters:Chapter one explains the appearance of a lot of interests conflict in anti-takeover according to the theory of takeover and anti-takeover. Meanwhile, the author points out that it is an important proposition in the legislation of anti-takeover to strengthen director's fiduciary duty according to combining the origin and development of fiduciary duty.Chapter two describes the value of strengthening fiduciary duty of director of targeted company from the point of view of economy and law. And the author points out that it is primary aim to balance the interests between the relevant subjects. At the same time, it accords with the inherent requirements of modern corporate.Chapter three analyzes some foreign legislative restraint of fiduciary duty of director in anti-takeover. Such as the general permission model represented by the United States of America, and the general prohibition model represented by Britain and Germany. The author analyzes the function of director's fiduciary duty under the legislative background of America, Germany and Britain through the comparison oftwo kinds of models.Chapter four focuses on the current situation in our country. The author analyzes some blank in legal system and suggests the prerequisite of director's fiduciary duty, through the analysis of the transition of the director's function in our country and the current relevant legislation.Chapter five mainly proposes several legal systems to strengthen the fiduciary duty of director of targeted company in China. The author suggests that it improves relevant legislation and it can ensure that director's fiduciary duty would be fulfilled totally, through the function of company inside-control and outside-control system by following the principle of encouragement and restraint.